Teraglobal Communications Corp Sample Contracts

WARRANT of TERAGLOBAL COMMUNCIATIONS CORP.
Teraglobal Communications Corp • December 21st, 2001 • Telegraph & other message communications • New York
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WARRANT of TERAGLOBAL COMMUNCIATIONS CORP.
Teraglobal Communications Corp • December 21st, 2001 • Telegraph & other message communications • New York
LICENSE AGREEMENT FOR COMPUTER SOFTWARE PACKAGE
License Agreement • November 25th, 1998 • Teraglobal Communications Corp • California
EMPLOYMENT AGREEMENT
Employment Agreement • November 25th, 1998 • Teraglobal Communications Corp • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR...
Teraglobal Communications Corp • January 24th, 2002 • Telegraph & other message communications • New York

For purposes of this Section, the fair market value of one Common Stock Share shall be equal to the average closing bid price for the Common Stock for the twenty (20) trading days prior to the date of exercise; or, if the Common Stock is no longer traded on an exchange, the fair market value of such share as determined in good faith by the Board.

AGREEMENT OF MERGER
Agreement of Merger • November 25th, 1998 • Teraglobal Communications Corp • California
AGREEMENT
Agreement • May 15th, 2002 • Teraglobal Communications Corp • Telegraph & other message communications

AGREEMENT (this “Agreement”), dated as of May 14, 2002, between Wave Three Software, Inc., a Delaware corporation (“Wave3”), and TeraGlobal Communications, Corp., a Delaware corporation (“TeraGlobal”).

ARTICLE 1
Purchase Agreement • November 25th, 1998 • Teraglobal Communications Corp • California
RECITALS
Licensing Agreement • November 25th, 1998 • Teraglobal Communications Corp
EXHIBIT A FORM OF WARRANT
Teraglobal Communications Corp • August 14th, 2001 • Telegraph & other message communications • California

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO AN EXEMPTION UNDER SUCH ACT.

RECITALS
Convertible Promissory Note and Warrant Purchase Agreement • December 21st, 2001 • Teraglobal Communications Corp • Telegraph & other message communications • New York
AMENDMENT OF CONVERTIBLE PROMISSORY NOTES
Convertible Promissory Notes • May 15th, 2002 • Teraglobal Communications Corp • Telegraph & other message communications

Amendment of Convertible Promissory Notes (this “Amendment”), dated as of May 14, 2002, among TeraGlobal Communications Corp., a Delaware corporation (the ”Company”), WallerSutton 2000, L.P., a Delaware limited partnership (“WallerSutton”), Spencer Trask Investment Partners, LLC, a Delaware limited liability company (“Spencer Trask”), and Lincoln Associates, LLC, a Delaware limited liability company (“Lincoln Associates,” and together with WallerSutton and Spencer Trask, the “Holders”).

EMPLOYMENT AGREEMENT
Employment Agreement • May 14th, 2001 • Teraglobal Communications Corp • Telegraph & other message communications

THIS EMPLOYMENT AGREEMENT ("Agreement") is effective as of January 29, 2001, by and between TeraGlobal Communications Corp., a Delaware corporation ("TeraGlobal") and Robert E. Randall ("Randall") with respect to the following facts.

WAIVER TO AND AMENDMENT OF CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT
And Warrant Purchase Agreement • January 24th, 2002 • Teraglobal Communications Corp • Telegraph & other message communications

Waiver to and Amendment of Convertible Promissory Note and Warrant Purchase Agreement (this "Waiver and Amendment"), dated as of January 22, 2002, among TeraGlobal Communications Corp., a Delaware corporation (the "Company"), and the investors (collectively, the "Investors" and each individually an "Investor") identified in the Schedule of Investors attached hereto as Exhibit A ("Schedule of Investors").

WALLERSUTTON 2000, L.P. 500 West Putnam Avenue, 3rd Floor Greenwich, CT 06830
Preferred Stock and Warrant Purchase • December 21st, 2001 • Teraglobal Communications Corp • Telegraph & other message communications
SERIES A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT between TERAGLOBAL COMMUNICATIONS CORP. and WALLERSUTTON 2000, L.P. INDEX OF DEFINED TERMS
Series a Preferred Stock and Warrant Purchase Agreement • August 14th, 2001 • Teraglobal Communications Corp • Telegraph & other message communications

AGREEMENT, dated as of June 28, 2001, by and between TERAGLOBAL COMMUNICATIONS CORP., a Delaware corporation (the “Company” or “Issuer”), and WALLERSUTTON 2000, L.P., a Delaware limited partnership (“WallerSutton” or the “Purchaser”).

ASSIGNMENT OF ASSETS AND
Assumption of Liabilities • May 15th, 2002 • Teraglobal Communications Corp • Telegraph & other message communications • California

This Assignment of Assets and Assumption of Liabilities Agreement (“Agreement”) is made and entered into as of May 14, 2002 by and between TeraGlobal Communications Corp., a Delaware Corporation (“TeraGlobal”), as assignor, and Wave Three Software, Inc., a Delaware Corporation (“Wave3”), as assignee, with respect to the following facts:

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EXHIBIT 10.3 AGREEMENT AND PLAN OF CORPORATE REORGANIZATION AND SEPARATION
Teraglobal Communications Corp • January 22nd, 1999 • Telegraph & other message communications • Utah
NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • May 14th, 2001 • Teraglobal Communications Corp • Telegraph & other message communications • California

THIS NON-QUALIFIED STOCK OPTION AGREEMENT ("Agreement") is made by and between TeraGlobal Communications Corp., a Delaware corporation ("TeraGlobal"), and Robert E. Randall ("Randall").

REGISTRATION RIGHTS AGREEMENT between TERAGLOBAL COMMUNICATIONS CORP., and WALLERSUTTON 2000, L.P. and The Parties Set Forth On Exhibit A Hereto Dated as of June 28, 2001
Registration Rights Agreement • August 14th, 2001 • Teraglobal Communications Corp • Telegraph & other message communications • New York

This AGREEMENT, is made as of June 28, 2001, between TERAGLOBAL COMMUNICATIONS CORP., a Delaware corporation (the “Company”), WALLERSUTTON 2000, L.P., a Delaware limited partnership (“WallerSutton”) and the parties set forth on Exhibit A attached hereto (the “Bridge Financiers” and, collectively, with WallerSutton, the “Purchasing Parties”).

TERAGLOBAL COMUNICATIONS CORPORATION SHAREHOLDERS' AGREEMENT
Shareholders' Agreement • August 14th, 2001 • Teraglobal Communications Corp • Telegraph & other message communications • New York

THIS SHAREHOLDERS' AGREEMENT(this “Agreement”) is dated as of June 28, 2001, by and among TERAGLOBAL COMMUNICATIONS CORP., a Delaware corporation (the “Company”), WALLERSUTTON 2000, L.P., a Delaware limited partnership (“WallerSutton”), Robert E. Randall (“Randall”), James A. Mercer III, (“Mercer”), Grant Holcomb (“Holcomb”) and Paul Cox (“Cox”). (Randall, Mercer, Holcomb and Cox are sometimes referred to as “Shareholder” and collectively, the “Shareholders”).

CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT
Convertible Promissory Note and Warrant Purchase Agreement • December 6th, 2001 • Teraglobal Communications Corp • Telegraph & other message communications • California
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